UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2018

NantHealth, Inc.

(Exact name of registrant as specified in its charter)

9920 Jefferson Blvd

Culver City, California 90232

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (310) 883-1300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As noted below, on June 8, 2018, our stockholders approved the amendment and restatement of our 2016 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 6,800,000 shares. The Amended and Restated 2016 Equity Incentive Plan is described in more detail in the Company’s 2018 Proxy Statement, which was filed with the Securities and Exchange Commission on April 30, 2018. The foregoing description and the summary contained in the Company’s 2018 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2016 Equity Incentive Plan, which is attached hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our 2018 annual meeting of stockholders on June 8, 2018 (the “Annual Meeting”). Of the 108,591,946 shares of our common stock outstanding as of the record date of April 13, 2018, 85,495,301 shares of common stock were represented at the Annual Meeting, either in person or by proxy, constituting approximately 78.7% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 11, 2018